Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Departure of Directors or Certain Officers On
August 12, 2014, PBF Energy Inc.(the "Company") announced that David I. Foleyis resigning as a director of the Company effective August 11, 2014. Additionally, Mr. Foleyis resigning as chairperson of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Foleyis a senior managing director at the Private Equity Groupat The Blackstone Group L.P. ("Blackstone") and the chief executive officer of Blackstone Energy Partners. Blackstone has substantially reduced its investment in the Company through a secondary offering that closed on June 17, 2014. Mr. Foley'sresignation is not due to any disagreements with us on any of our operations, policies or practices. Upon his resignation, the Board of Directors will consist of eight directors. In connection with Mr. Foley'sresignation, the Company announced that Spencer Abrahamwill replace Mr. Foleyas the chairperson of the Compensation Committee. Additionally, Eija Malmivirta will join the Compensation Committee and Gene Edwardswill join the Nominating and Corporate Governance Committee. The press release announcing Mr. Foley'sresignation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.
Forward-Looking Statements Statements contained in the exhibit to this report reflecting the Company's or its management's expectations or predictions relating to future plans, results, performance, achievements and the like are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the Company's control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the Company's filings with the
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press release dated
August 12, 2014